Sec Form 3 Filing - Hodgson Dennis @ Burlington Stores, Inc. - 2021-05-19

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hodgson Dennis 2. Issuer Name and Ticker or Trading Symbol Burlington Stores, Inc. [ BURL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP CIO (Last) (First) (Middle) 2006 ROUTE 130 NORTH 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2021 (Street) BURLINGTON, NJ08016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 2,799 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 4.55 ( 2 ) 06/20/2023 Common Stock 4,400 D Employee Stock Option (right to buy) $ 98.92 ( 3 ) 05/01/2027 Common Stock 1,087 D Employee Stock Option (right to buy) $ 135.37 ( 4 ) 05/01/2028 Common Stock 4,606 D Employee Stock Option (right to buy) $ 170.08 ( 5 ) 05/01/2029 Common Stock 1,827 D Employee Stock Option (right to buy) $ 179.46 ( 6 ) 05/01/2030 Common Stock 2,529 D Employee Stock Option (right to buy) $ 326.73 ( 7 ) 05/03/2031 Common Stock 1,430 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hodgson Dennis 2006 ROUTE 130 NORTH BURLINGTON, NJ08016 EVP CIO Signatures /s/ Christopher Schaub, as attorney-in-fact for Dennis Hodgson 05/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (a) restricted stock awards for 289 shares, which fully vest on May 1, 2022, and (b) restricted stock units for (i) 460 shares, which vest insubstantially equal installments on May 1 of each of 2022 and 2023, (ii) 669 shares, which vest in substantially equal installments on May 1 ofeach of 2022 through 2024, and (iii) 500 shares, which vest in substantially equal installments on May 3 of each of 2022 through 2025. ( 2 )Options granted on June 20, 2013 that are exercisable as to 50% of the shares and become exercisable as to the remaining 50% of the shares on May 22, 2022. ( 3 )Options granted on May 1, 2017 that are fully exercisable. ( 4 )Options granted on May 1, 2018 that are exercisable as to 50% of the shares and become exercisable as to the remaining 50% of the shares on the fourth anniversary of the grant date. ( 5 )Options granted on May 1, 2019 that are exercisable as to 33% of the shares and become exercisable as to an additional 33% of the shares on each of the third and fourth anniversaries of the grant date. ( 6 )Options granted on May 1, 2020 that are exercisable as to 25% of the shares and become exercisable as to an additional 25% of the shares on each of the second through the fourth anniversaries of the grant date. ( 7 )Options granted on May 3, 2021 that become exercisable in one-quarter installments on each of the first four anniversaries of the grant date.

Remarks: Exhibit ListExhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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